ITEM 8.01 OTHER EVENTS.

On January 29, 2020, Wheeler Real Estate Investment Trust, Inc. (the "Company") issued a press release announcing the sale of St. Matthews and refinancing of Shoppes at Myrtle Park together with the January principal payment reduced the KeyBank line of credit balance below Ten Million Dollars ($10,000,000), which meets the January 31, 2020 deadline and complies with the Second Amendment to the Amended and Restated Credit Agreement as agreed upon with the lender on January 24, 2020. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statement of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.



  99.1     St. Matthews Sale and Myrtle Park Refinance Press Release dated January
         29, 2020.

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